Glaston Oyj Abp - Total number of voting rights and capital

Glaston’s rights offering oversubscribed


Glaston Corporation Stock Exchange Release 24 June 2019 at 18.15 EET This stock exchange release may not be published or distributed, in whole or in part, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Singapore or the United States or any other country where such publication or distribution would violate applicable laws or rules or would require additional documents to be completed or registered or require any measure to be undertaken, in addition to the requirements under Finnish law. For further information, see “Important notice” below. The preliminary result of Glaston Corporation’s (“Glaston” or the “Company”) rights offering (the “Offering”), for which the subscription period ended 19 June 2019, indicates that 37,236,320 shares, corresponding to approximately 97.19 percent of the new shares offered (the “Offer Shares”) were subscribed for pursuant to the exercise of subscription rights. Additionally, 11,448,672 Offer Shares were subscribed for without subscription rights. Thus, a total of 48,684,992 shares were subscribed for in the Offering, corresponding to approximately 127.07 percent of the Offer Shares, and the Offering is therefore oversubscribed. The subscription price was EUR 0.89 per Offer Share. As a result of the Offering, Glaston will receive proceeds amounting to approximately EUR 34 million before taking into account any transaction costs in relation to the Offering. Glaston's President and CEO Arto Metsänen comments: “In the spring we took a big strategic step in acquiring the Swiss-German Bystronic glass and continued to strengthen our position in the glass processing market. I'm really proud that so many wanted to participate in our growth story and for that I would like to thank all investors”. The final results of the Offering will be published on or about 26 June 2019 after the Board of Directors has approved the subscriptions made in the Offering. Allotment of Offer Shares will be made in accordance with the terms and conditions of the Offering. As a result of the Offering, the total number of shares in the Company will increase by 38,313,595 from 45,976,316 to 84,289,911. The Offer Shares will be registered with the Finnish Trade Register on or about 27 June 2019. The last day of trading in interim shares on Nasdaq Helsinki will be on or about 27 June 2019. Interim shares will be combined with the existing shares of the Company on or about 28 June 2019. Trading in the Offer Shares is expected to commence on Nasdaq Helsinki on or about 28 June 2019. The Offer Shares will entitle their holders to possible dividend and other distribution of funds, if any, and to other shareholder rights in the Company after they have been registered with the Finnish Trade Register and recorded in the Company’s shareholder register maintained by Euroclear Finland. Nordea Bank Abp and OP Corporate Bank plc act as the joint bookrunners and Hannes Snellman Attorneys Ltd as the Company's legal adviser in the Offering. Roschier, Attorneys Ltd. acts as the legal adviser to the Joint Bookrunners in the Offering. For further information, please contact: CFO Päivi Lindqvist , tel. +358 10 500 500 Vice President, IR, Communications and Marketing Joséphine Mickwitz, tel. +358 10 500 5070 Glaston Corporation Glaston is the glass processing industry's innovative technology leader supplying equipment, services and solutions to the architectural, automotive, solar and appliance industries. The company also supports the development of emerging technologies integrating intelligence to glass. As of April 2019, Bystronic glass is part of Glaston Group. Together we are committed to providing our clients with both the best know-how and the latest technologies in glass processing, with the purpose of building a better tomorrow through safer, smarter, and more energy efficient glass solutions. We operate globally with manufacturing, services and sales offices in 12 countries. Glaston's shares (GLA1V) are listed on Nasdaq Helsinki Ltd. Distribution: Nasdaq Helsinki Ltd, key media, www.glaston.net IMPORTANT NOTICE These materials are not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. Glaston does not intend to register any part of the rights offering in the United States or to conduct a public offering of securities in the United States. The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or the United States. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. In the European Economic Area, with respect to any Member State, other than Finland, that has implemented Directive 2003/71/EC or Directive 2010/73/EU (together with any applicable implementing measures in any Member State, the ("Prospectus Directive") this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Any securities mentioned herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This release does not constitute a prospectus as defined in the Prospectus Directive and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity. No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. Glaston, Nordea Bank Abp, OP Corporate Bank plc or any of their respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of Glaston, its subsidiaries, its securities and the transaction, including the merits and risks involved. This release includes "forward-looking statements." These statements may not be based on historical facts, but are statements about future expectations. When used in this release, the words "aims," "anticipates," "assumes," "believes," "could," "estimates," "expects," "intends," "may," "plans," "should," "will," "would" and similar expressions as they relate to Glaston, Bystronic glass and the transaction identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. Forward-looking statements are set forth in a number of places in this release, including wherever this release include information on the future results, plans and expectations with regard to the combined company's business, including its strategic plans and plans on growth and profitability, and the general economic conditions. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the combined company to differ materially from those expressed or implied in the forward-looking statements. Glaston or any of its affiliates, advisors or representatives or any other person undertakes no obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release. This release includes estimates relating to the synergy benefits expected to arise from the transaction and the combination of the business operations of Glaston and Bystronic glass as well as the related integration costs, which have been prepared by Glaston and are based on a number of assumptions and judgments. Such estimates present the expected future impact of the transaction and the combination of the business operations of Glaston and Bystronic glass on the combined company's business, financial condition and results of operations. The assumptions relating to the estimated synergy benefits and related integration costs are inherently uncertain and are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause the actual synergy benefits from the transaction and the combination of the business operations of Glaston and Bystronic glass, if any, and related integration costs to differ materially from the estimates in this release. Nordea Bank Abp and OP Corporate Bank plc (together the “Joint Bookrunners”) are each acting exclusively for the Company and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to their respective clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement. The contents of this announcement have not been verified by the Joint Bookrunners.